Ahc Community Health Foundation

“Augusta health care, inc. Is the sole member of the organization.”

“The sole member has the right to appoint members to the board of directors.”

“The following powers are reserved to the sole member: (a) adopt of approve annual or long-term budgets and any changes thereto; (b) administer the audit review process of the foundation; (c) approve mergers, dissolution and major corporate transactions; (d) authorize the foundation to incur debt, including leases or lines of credit; (e) authorize the foundation to engage in, or enter into, any transaction providing for the sale, mortgage or other disposition of the assets of the foundation; (f) authorize any amendment to the articles of incorporation or the bylaws of the foundation; (g) appoint, replace or remove, with or without cause any members of the board of directors of the foundation; (h) adopt or approve any amendment to the policies of the foundation; (i) select the foundation's chief executive, who shall be referred to as the "executive director-; (j) spend, transfer, distribute and invest any and all funds donated to the foundation and any earnings therefrom; and (k) any other matters not expressly identified as responsibilities of the board of directors pursuant to article ii, section 1 above.”

“The accounting department will make copies of the form 990 available to the executive director, treasurer of foundation, cfo, and ceo for review. All questions will be resolved and answered before presentation to the foundation board. The final draft of the return will be posted on the organization's internal website with access restricted to the ah and foundation board and key administrative personnel for review. All questions will be resolved and answered by the corporate controller. Any revisions as a result of the ahf board review will be sent to the tax preparer and subsequent review by the board will be scheduled accordingly.”

“The governance committee is charged with reviewing the conflict of interest statements each year. The review is conducted after the annual board meeting in april. Conflict of interest reviews occur at the beginning of each board and committee meeting. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of the committees with board delegated powers considering the proposed transaction or arrangement. Those found to be in a conflict of interest must abstain from voting and may be asked to leave the meeting depending on the topic and their degree of conflict.”

“Executive compensation program administered by the executive committee of the board, based on a compensation philosophy approved by the board at large. Qualified third party consultants are engaged to provide appropriate market comparability, survey data, and to assist the committee with reviews. The base salary benchmarks are targeted at the 50th percentile with flexibility to pay above or below the 50th percentile using salary ranges with a 50% range spread to recognize an incumbent's individual experience, skill, performance, or other relevant recruitment or retention factors. Incentive opportunities are established at levels that when combined with salaries positioned at the 50th percentile, are sufficient to provide total cash compensation that targets up to the approximate market 75th percentile of total cash compensation levels. Total compensation shall not exceed the 90th percentile for any individual without full board approval and documentation of the board's reasons for such compensation. The board of directors receives a full report from the executive committee on the full compensation program at augusta health in an executive session of the board. Conflicted members are excused from the meeting. Material covered includes the design of the compensation program, as well as a disclosure on range of base salaries, market benchmark data, and earned incentive compensation levels. Additionally, prerequisites such as the senior executive retirement plan (serp) program and other related benefits are periodically reviewed with the board. For those members who are not present for this annual report and remain free of conflict of interest, the chairman of the board presents the same material in a separate session.”

“Photocopies of the form 990 are available upon request at the organization's accounting office. In addition, recent filings of the form 990 are available online at www.guidestar.org.”

“Governing documents, conflict of interest policy, and financial statements are available to the public upon request. All requests for disclosure of organizational documents should be made to the organization's accounting office. Augusta health attn: corporate controller p.o. Box 1000 fishersville, va 22939-1000”

“Adjustment to prior year net assets -93,257 prior year net assets are adjusted for 95,837 of accounts receivable and 2,580 of liabilities included that should be reported on the books of shenandoah house.”